Mutual Non-Disclosure Agreement
Version 1.0 — March 2026
This agreement is between:
Solanasis LLC (DBA Solanasis) [ADDRESS PLACEHOLDER] (“Solanasis”)
and
[Client Legal Name] [Client Address] (“[Client Short Name]”)
(each a “Party,” together the “Parties”)
Effective Date: [Date]
Why this agreement exists: We’re about to share sensitive business and technical information with each other. This agreement makes sure neither side shares the other’s confidential information with anyone who doesn’t need to see it.
1. What’s Confidential
In plain terms: Anything either of us shares that isn’t already public knowledge — especially anything about your systems, security, operations, or business.
“Confidential Information” means any non-public information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form (written, oral, electronic, visual, or otherwise), that:
- Is marked or identified as “confidential,” “proprietary,” or similar; or
- By its nature would reasonably be understood to be confidential
This includes but is not limited to:
- Business plans, strategies, financial information, and pricing
- Technical information, systems architecture, network configurations, and security posture
- Customer data, employee data, and vendor relationships
- Vulnerabilities, risks, assessment findings, and security incidents
- Trade secrets, proprietary methodologies, and internal processes
- The existence and terms of any business relationship between the Parties
2. What’s NOT Confidential
In plain terms: Information that’s already public, that you already knew, that you developed on your own, or that someone else told you without any obligation of secrecy.
Confidential Information does not include information that the Receiving Party can demonstrate:
(a) Is or becomes publicly available through no fault of the Receiving Party;
(b) Was already known to the Receiving Party before disclosure, as evidenced by written records predating the disclosure;
(c) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information;
(d) Is lawfully received from a third party who is not under any obligation of confidentiality regarding that information; or
(e) Is required to be disclosed by law, regulation, or court order — but only to the extent required, and only after the Receiving Party provides reasonable prior written notice to the Disclosing Party (where legally permitted) so the Disclosing Party may seek a protective order or other remedy.
3. What You Agree To Do
In plain terms: Protect the other party’s information like you’d protect your own most sensitive information. Only share it with people who genuinely need to see it and who are bound by similar obligations.
The Receiving Party agrees to:
(a) Use the Confidential Information solely for the purpose of evaluating and performing a potential or actual business relationship between the Parties (the “Purpose”);
(b) Protect the Confidential Information using at least the same degree of care used to protect its own confidential information of a similar nature, and in no event less than reasonable care;
(c) Limit access to those individuals within its organization (including employees, contractors, and professional advisors) who have a genuine need to know the information for the Purpose, and who are bound by written obligations of confidentiality at least as protective as those in this agreement;
(d) Not disclose the Confidential Information to any third party without the Disclosing Party’s prior written consent; and
(e) Not use the Confidential Information to compete with the Disclosing Party, reverse-engineer any product or service, or for any purpose other than the Purpose.
4. How Long This Lasts
In plain terms: This agreement stays in effect until one of us ends it with 30 days’ notice. But the obligation to protect information that was shared keeps going for 3 more years after that.
This agreement begins on the Effective Date and continues until terminated by either Party with thirty (30) days’ written notice to the other Party.
The confidentiality obligations in Section 3 survive termination or expiration of this agreement for a period of three (3) years following the date of termination.
For trade secrets, confidentiality obligations continue for as long as the information qualifies as a trade secret under applicable law, including the Colorado Uniform Trade Secrets Act (C.R.S. §7-74-101 et seq.).
5. Returning or Destroying Information
In plain terms: When this agreement ends — or if either side asks — you return or securely destroy the other party’s confidential information and confirm in writing that you’ve done so.
Upon termination, expiration, or written request by the Disclosing Party, the Receiving Party will promptly:
(a) Return or securely destroy all Confidential Information received from the Disclosing Party, including all copies, notes, summaries, and derivative materials; and
(b) Confirm in writing within fifteen (15) business days that this has been completed.
Exception: The Receiving Party may retain (i) copies required by law, regulation, or professional standards, and (ii) copies stored in routine, automated backup systems — provided that all retained copies remain subject to the confidentiality obligations of this agreement for their full duration.
6. No Obligation to Proceed
In plain terms: Signing this NDA doesn’t commit either side to working together. It just means we can talk openly about whether working together makes sense.
This agreement does not obligate either Party to:
- Enter into any business relationship, contract, or transaction;
- Share any particular information; or
- Continue discussions beyond what either Party considers appropriate.
Either Party may decline to share any information at its sole discretion.
7. No Warranty
In plain terms: Information is shared “as is.” Neither side promises it’s complete, accurate, or suitable for any particular purpose.
All Confidential Information is provided “AS IS.” The Disclosing Party makes no representations or warranties, express or implied, regarding the accuracy, completeness, adequacy, or fitness for any particular purpose of any Confidential Information. The Receiving Party is solely responsible for its own assessment of any Confidential Information received.
8. Remedies
In plain terms: If someone breaches this agreement, the other side can seek a court order to stop the breach — because once confidential information is out, money alone can’t undo the damage.
Each Party acknowledges that a breach of this agreement may cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the Disclosing Party is entitled to seek injunctive or other equitable relief from any court of competent jurisdiction, without the necessity of posting a bond or proving actual damages.
9. Governing Law and Jurisdiction
This agreement is governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict-of-law principles.
Any dispute arising under or in connection with this agreement will be resolved in the state or federal courts located in Boulder County, Colorado. Both Parties consent to the personal jurisdiction of these courts.
10. General Provisions
(a) Entire Agreement. This agreement constitutes the entire understanding between the Parties regarding confidentiality of information exchanged in connection with the Purpose, and supersedes all prior discussions, negotiations, and agreements on this subject.
(b) Amendments. This agreement may only be modified by a written instrument signed by both Parties.
(c) Assignment. Neither Party may assign this agreement without the other Party’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all of the assigning Party’s assets, provided the assignee agrees in writing to be bound by this agreement.
(d) Severability. If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving the Parties’ original intent.
(e) Waiver. A Party’s failure to enforce any provision of this agreement does not constitute a waiver of that Party’s right to enforce that provision or any other provision in the future.
(f) No Third-Party Beneficiaries. This agreement is for the sole benefit of the Parties and does not create any rights for third parties.
(g) Counterparts. This agreement may be executed in counterparts, including by electronic signature, each of which constitutes an original and all of which together constitute one and the same instrument. Electronic signatures are legally binding and have the same effect as original ink signatures.
(h) Notices. All notices under this agreement must be in writing and delivered to the addresses listed above (or to an updated address provided in writing). Notice is effective upon receipt when delivered by email with confirmed receipt, certified mail (return receipt requested), or nationally recognized overnight courier.
Signatures
By signing below, each Party confirms that it has read, understood, and agrees to be bound by the terms of this Mutual Non-Disclosure Agreement.
Solanasis LLC
| Name: | ________________________________________ |
| Title: | ________________________________________ |
| Date: | ________________________________________ |
| Signature: | ________________________________________ |
[Client Legal Name]
| Name: | ________________________________________ |
| Title: | ________________________________________ |
| Date: | ________________________________________ |
| Signature: | ________________________________________ |